0001193125-14-321737.txt : 20140826 0001193125-14-321737.hdr.sgml : 20140826 20140826165154 ACCESSION NUMBER: 0001193125-14-321737 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140826 DATE AS OF CHANGE: 20140826 EFFECTIVENESS DATE: 20140826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRYANET LTD CENTRAL INDEX KEY: 0001119744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-146265 FILM NUMBER: 141065730 BUSINESS ADDRESS: STREET 1: 5 KIRYAT HAMADA STREET STREET 2: PO BOX 23052, HAR HOTZVIM CITY: JERUSALEM ISRAEL STATE: L3 ZIP: 91230 BUSINESS PHONE: 5084908600 MAIL ADDRESS: STREET 1: 5 KIRYAT HAMADA STREET STREET 2: PO BOX 23052, HAR HOTZVIM CITY: JERUSALEM ISRAEL STATE: L3 ZIP: 91230 S-8 POS 1 d779156ds8pos.htm POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 Post-Effective Amendment No.1 to Form S-8

As filed with the Securities and Exchange Commission on August 26, 2014

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-146265)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

VIRYANET LTD.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

State of Israel   N/A

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

8 HaMarpe St.

Har Hotzvim

P.O. Box 45041

Jerusalem 91450 Israel

(Address of Principal Executive Offices) (Zip Code)

 

 

2005 Israeli Share Option and Restricted Share Plan and

2005 International Share Option and Restricted Share Plan

(Full Title of the Plan)

 

 

ViryaNet, Inc.

112 Turnpike Road

Westborough, MA 01581

(Name and Address of Agent For Service)

(508) 490-8600

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

 

 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the Registration Statement on Form S-8 (Registration No. 333-146265) (the “Registration Statement”) of ViryaNet Ltd., an Israeli company (the “Company”), pertaining to the registration of 282,066 ordinary shares, nominal value NIS 5.0 per share, of the Company (“Ordinary Shares”), which was filed with the Securities and Exchange Commission on September 24, 2007.

On August 26, 2014, pursuant to the Agreement and Plan of Merger, dated as of June 10, 2014 (the “Merger Agreement”) by and among the Company, Verisae, Inc. (“Parent”), a Minnesota corporation, and Viking Acquisition Ltd. (“Merger Sub”), an Israeli company and a wholly-owned subsidiary of Parent (the “Merger”), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned indirect subsidiary of Parent. All outstanding Ordinary Shares and preferred A shares, nominal value NIS 5.0 per share, of the Company (“Preferred A Shares”) have been cancelled as a result of the consummation of the Merger, in exchange for the payment to the holders thereof of US$18,825,000, in the aggregate (subject to price adjustments).

As a result of the Merger, the Company has terminated any offering of the Company’s securities pursuant to any registration statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby terminates the effectiveness of Registration Statement and, by means of this post-effective amendment, removes from registration any and all such securities of the Company that had been registered for issuance but that remain unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jerusalem, State of Israel, on this 26th day of August, 2014.

 

VIRYANET LTD.
By:   /s/ Memy Ish-Shalom
Name:   Memy Ish-Shalom
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

   

Title

  

Date

/s/ *

Samuel I. HaCohen

   

Executive Chairman of the Board of Directors

   August 26, 2014

/s/ Memy Ish-Shalom

Memy Ish-Shalom

   

President and Chief Executive Officer

   August 26, 2014

/s/ Yohanan Engelhardt

Yohanan Engelhardt

   

Chief Financial Officer

   August 26, 2014

/s/ Nati Perry

Nati Perry

   

Director

   August 26, 2014

/s/ Austin W. Lewis IV

Austin W. Lewis IV

   

Director

   August 26, 2014

*

Vladimir Morgenstern

   

Director

   August 26, 2014

/s/ Andy Ben-Artzy

Andy Ben-Artzy

   

Director

   August 26, 2014

*

Arie Ovadia

   

Director

   August 26, 2014
* By:   /s/ Memy Ish-Shalom
  Memy Ish-Shalom, Attorney-in-Fact
Authorized Representative in the United States:
VIRYANET, INC.
By:   /s/ Memy Ish-Shalom
Name:   Memy Ish-Shalom
Title:   President and Chief Executive Officer